EXHIBIT 10.21
NAVISTAR INTERNATIONAL CORPORATION
1998 INTERIM STOCK PLAN
SECTION I
PURPOSE OF THE PLAN
The purpose of this Navistar International Corporation 1998 Interim
Stock Plan ("Plan") is to provide an additional plan for the issuance of stock
options and restricted stock for shares of the common stock of Navistar
International Corporation to employees of Navistar International Corporation and
its subsidiaries ("Corporation") to attract and retain highly qualified
personnel, to provide key employees who hold positions of major responsibility
the opportunity to earn incentive awards commensurate with the quality of
individual performance, the achievement of performance goals and ultimately the
increase in shareowner value. This 1998 Plan is separate from and intended to
supplement the Navistar 1994 Performance Incentive Plan ("1994 Plan").
SECTION II
DEFINITIONS
The terms used in this Plan are defined as specified in the 1994 Plan
unless the context indicates to the contrary.
SECTION III
ELIGIBILITY
Management will, from time to time, select and recommend to the Committee
on Organization of the Board of Directors of Navistar International Corporation
("Committee") Employees who are to become Participants in the Plan. However, no
executive officer of the Corporation shall participate in this Plan, except that
options or restricted stock may be issued to a person not previously employed by
the Corporation as an inducement essential to his entering into an employment
contract as an executive officer of the Corporation. Employees will be selected
from those who, in the opinion of management, have substantial responsibility in
a managerial or professional capacity. Employees selected for participation in
the Plan may also be participants in the 1994 Plan, and participation in this
Plan will not be considered participation in a plan that would affect their
participation in the 1994 Plan.
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SECTION IV
STOCK OPTIONS
The Committee may grant Nonqualified Stock Options to Participants in the
amount and at the time that the Committee approves. No Incentive Stock Options
shall be granted. Options shall be granted under the same terms and conditions
as options granted under the 1994 Plan, but subject to the limitation on the
number of shares contained in this Plan.
SECTION V
RESTRICTED SHARES
The Committee may award restricted shares for the purposes and under the
same terms and conditions as specified in Sections VI and VIII, and the other
provisions of the 1994 Plan, but subject to the limitations on the number of
shares contained in this Plan.
SECTION VI
ADMINISTRATION OF THE PLAN
Full power and authority to construe, interpret and administer the Plan is
vested in the Committee. Decisions of the Committee will be final, conclusive
and binding upon all parties, including the Corporation, shareowners and
employees. The foregoing will include, but will not be limited to, all
determinations by the Committee as to (i) the approval of Employees for
participation in the Plan, (ii) the amount of the Awards, (iii) the performance
levels at which different percentages of the Awards would be earned and all
subsequent adjustments to such levels and (iv) the determination of all Awards.
Any person who accepts any Award hereunder agrees to accept as final, conclusive
and binding all determinations of the Committee. The Committee will have the
right, in the case of employees not employed in the United States, to vary from
the provision of the Plan to the extent the Committee deems appropriate in order
to preserve the incentive features of the Plan.
SECTION VII
MODIFICATION, AMENDMENT OR TERMINATION
The Committee may modify without the consent of the Participant (i) the
Plan, (ii) the terms of any option previously granted or (iii) the terms of
Restricted Shares previously awarded at any time, provided that, no such
modification will, without the approval of the Board of Directors of the
Corporation, increase the number of shares of Common Stock available hereunder.
The Committee may terminate the Plan at any time.
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SECTION VIII
RESERVATION OF SHARES
The total number of shares of stock reserved and available for delivery
pursuant to this Plan is 500,000 shares of common stock of Navistar
International Corporation.
SECTION IX
TERM OF THE PLAN
The Plan shall be effective on the date of adoption by the Board of
Directors and continue for a term of one year thereafter. Provided that, the
Committee shall annually review the need for the continuation of the Plan and
may amend or terminate the plan as provided herein.
SECTION X
GOVERNING LAW
The Plan will be governed by and interpreted pursuant to the laws of the
State of Delaware, the place of incorporation of the Corporation.
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